Streamline USA, Inc. – ‘1-A/A’ on 11/12/21 – ‘EX1A-17 GNTR/ISSR’

On:  Friday, 11/12/21, at 8:12am ET   ·   Accession #:  1877566-21-13   ·   File #:  24-11628

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Pre-Qualification Amendment to Offering Statement   —   Form 1-A   —   Regulation A/A+

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 1-A/A       Pre-Qualification Amendment to Offering Statement   HTML      3K 
                -- primary_doc.xml                                               
 2: PART II AND III  Streamline Amended Offering Memo                 36±   117K 
 3: EX1A-17 GNTR/ISSR  Streamline Golden Contract                      6±    21K 

‘EX1A-17 GNTR/ISSR’   —   Streamline Golden Contract

EXHIBIT 6 TO:                                                                   

Second AMENDED PRELIMINARY OFFERING CIRCULAR -                                  

PART III. ITEM 17. 6. OF THE INSTRUCTIONS TO FORM 1-A -                         

MATERIAL CONTRACT                                                               

November 11, 2021                                                               

ISSUER: Steamline USA, Inc.                                                     

S.E.C. CIK # 0001877566 / S.E.C. File No.: 024-11628                            

REDACTION NOTICE - PURSUANT TO PART 6. (b)(2)                                   
The Issuer has redacted, pursuant to the Item 17 instructions, from the         
attached copy of its material contract, only the banking information by which   
the buyer, was and is, to pay to the seller/issuer, the contract price.         

Section 5.3 of the attached exhibit, has been fully redacted.                   

The redacted information was redacted from that portion of the exhibits which   
is marked with brackets, [ and ].                                               

The issuer treats this information as confidential, as such would               
constitute a clearly unwarranted invasion of the issuers privacy. In addition,  
disclosure of such information would cause significant security risks, which,   
were the information to be made public, would allow persons to illegally        
withdraw funds from the said bank account.                                      

Copyright Transfer Contract for the Script of "Panda and love"                  

Party A (Transferor): Streamline USA inc.                                       
Legal Representative: Ruben igielko-Herrlich                                    
Address: 11264 playa ct, Culver City, CA 90230                                  
Tel.: +1 310-397-2300                                                           
E-mail: streamlineusa2021@gmail.com                                             

Party B (Transferee): Golden Renaissance Culture Media Co.Ltd                   
Legal Representative: Mei Wang                                                  
Address: 99 Huangpu Rd, Shanghai Bund International Tower, Room 707,Hongkou     
Shanghai                                                                        
Tel.: +86-18019047100                                                           
E-mail: 965767076@qq.com                                                        

Based on the principles of free will, equality, mutual benefit, honesty and     
credit, both parties, upon friendly and full negotiations, have reached an      
agreement that Party A shall transfer all the copyrights of the script of "     
Panda and love" (hereinafter referred to as "the Script") for which Party A has 
complete and full copyrights to Party B. This Transfer Contract has been        
entered into and shall be abode by:                                             

Article 1 Basic Information on Script Transfer                                  

1.1 Script name:" panda and love ";                                             

1.2 Contents and form of the Script: including but not limited to such contents 
as story synopsis, episode briefs, literary scripts, biographies of characters, 
dialogue scripts and shooting;                                                  

1.3 Source of the Script: The Script was created by a third party entrusted by  
Party A and completed in October, 2020.                                         

Article 2 Transfer of Script Copyright                                          
2.1 Both Parties unanimously agree and confirm that Party A irrevocably         
transfers all the copyrights of the Script and any other related rights for     
which Party A has complete and full copyrights to Party B; Party B agrees to    
transfer and accept all the copyrights of the Script and any other related      
rights from Party A, and pays the copyright transfer fee to Party A according   
to the Contract. After Party A receives the full amount of the copyright        
transfer fee, the copyright shall be owned by Party B:                          

2.2 Time of copyright transfer                                                  
Both Parties unanimously agree and confirm that Party A shall no longer enjoy   
any copyright of the Script except the authorship of the Script from the date   
on which Party B pays the full amount of the copyright transfer fee agreed in   
Article 5.1 of the Contract to Party A according to Article 5 of the Contract,  
and Party B shall enjoy all the copyrights of the Script completely and fully   
by then;                                                                        

2.3 The copyrights of the Script and any other related rights referred to in    
this Contract include but are not limited to: all the copyrights of the Script  
except the authorship, the ownership of all carriers (paper, USB disks, CDs and 
hard disks, etc., except those that can be separated from the script contents)  
recording the script contents, and the rights to independently defend rights    
(including litigation and non-litigation methods) due to infringement of the    
script copyrights (except the authorship) by a third party before, during and   
after the effective date of this Contract;                                      

2.4 The Script referred to in this Contract refers to all the contents and      
forms of expression of the Script, including but not limited to any contents,   
story synopsis, episode briefs, literary scripts, biographies of characters,    
dialogue scripts and shooting scripts, etc. of the Script.                      

Article 3 Guarantee of Rights                                                   
3.1 Party A guarantees that as the Transferor, Party A owns or has obtained all 
the complete and full copyrights of the Script before the contract comes into   
effect, and Party A owns the complete and full copyrights of the Script without 
any right disputes, Party A has the right to sign and fully perform all the     
stipulations of this Contract without any restrictions;                         

3.2 Party A guarantees that before this Contract comes into effect, there is    
no right defect in the Script that violates the provisions of national laws and 
regulations, infringes the interests of the State, the collective or the        
public, or infringes the copyright and other legitimate rights and interests of 
any third party; Party B accepts and exercises the copyrights and all other     
related rights of the Script according to the Contract, and Party B's use of    
any content of the Script in any way after the Contract comes into effect is    
not restricted by any third party, and does not infringe the copyrights and     
other legitimate rights and interests of any third party;                       

3.3 Party A guarantees that before Party A delivers all the contents, forms of  
expression and carriers of the Script to Party B in accordance with this        
Contract, Party A has not and will not disclose any contents of the Script to a 
third person (except the author of the Script and Party B) in any way,          
including but not limited to: publish the Script in any magazines, newspaper,   
periodicals, websites and other media, issue the Script in other ways, publish  
the Script in any way, and disclose the contents of the Script to a third       
person (except the author of the Script and Party B);                           

3.4 Party A guarantees that before the Contract comes into effect, Party A has  
not licensed, handed over or allowed any third party to use the Script in any   
way, including but not limited to: permit any third person to use the Script to 
make movies, TV dramas, modern dramas, stage plays and plays; Party A has not   
permitted or allowed a third party in any way to adapt or compile the Script    
into any other works;                                                           

3.5 Party A guarantees that Party A has not set any mortgage, pledge and other  
security rights or any other rights restrictions or burdens in the Script       
before this Contract comes into effect;                                         

4. Delivery                                                                     
4.1 Both Parties unanimously agree and confirm that upon this Contract comes    
into effect, Party A shall deliver the final draft of the Script (such as story 
synopsis, episode briefs, literary scripts, biographies of characters, dialogue 
scripts, shooting scripts and all script contents) to Party B within 180 days   
after receiving the first payment made by Part B as specified in Article 5.1 of 
this Contract;                                                                  

4.2 Party A shall deliver the printed paper version of the final draft of the   
Script, or the USB flash disk, CD or hard disks containing the electronic       
version (WORD version) corresponding to all the contents of the final draft of  
the Script to Party B in person, by mail or express delivery, or send the above 
electronic version (WORD version) to Party B's e-mail address specified in this 
contract. Within 3 working days after receiving all the documents, Party B      
shall send written confirmation by letter or e-mail to the physical address or  
e-mail specified by Party A in this Contract to confirm the receiving of the    
Script documents.                                                               

Article 5 Copyright Transfer Fee                                                
5.1 Both Parties unanimously agree and confirm that Party B shall pay the       
copyright transfer fee to Party A for authorizing the copyrights of the Script  
according to the Contract, totaling RMB 9,675,000 yuan only (equivalent of USD  
$1,500,000). Other than this, Party B does not need to pay any fees to Party A; 

5.2 Party B shall pay the copyright transfer fee agreed in Article 5.1 of this  
Contract to Party A according to the following methods:                         

5.2.1 Party B shall pay Party A 70% of the total Contract amount, RMB           
6,772,500 yuan (equivalent of USD $1,050,000) within 60 days after the Contract 
comes into effect;                                                              

5.2.2 Party A shall deliver the final draft of the Script to Party B in         
accordance with Article 4 of this Contract, and Party B shall pay Party A RMB   
2,902,500 yuan (equivalent of USD $450,000) within 60 days after receiving the  
final draft of the Script.                                                      

5.3 Party B shall pay the copyright transfer fee of the Script agreed in        
Article 5.2 of this Contract to Party A's specified account given below:        
Opening Banks [ ]                                                               
Bank Address [ ]                                                                
Swift Code [ ]                                                                  
Account Name [ ]                                                                
Account Number [ ]                                                              

5.4 If Party B remits each installment into the account specified by Party A    
according to Article 5.3 of this Contract, it shall be deemed that Party B has  
successfully paid the installment to Party A; When Party B makes all the        
payments                                                                        
agreed in Article 5.3 of this contract, it shall be deemed that Party B has     
successfully paid all the copyright transfer fee of the Script as agreed in     
Article 5.1 of this Contract to Party A; If Party A's account information       
agreed in this Contract is incorrect, it will not affect Party B's successful   
payment, and all adverse consequences such as failure to collect money shall be 
borne by Party A;                                                               

5.5 If Party A collects the copyright transfer fee of the Script agreed in this 
Contract from Party B, it shall pay the individual income tax and other taxes,  
which shall be paid by Party A according to relevant national tax laws and      
regulations and has nothing to do with Party B.                                 

Article 6 Rights and Obligations of both parties                                
6.1 Party A has the right to charge the copyright transfer fee of the Script    
according to the Contract, and Party B has the obligation to pay the copyright  
transfer fee of the Script to Party A according to the Contract;                

6.2 Party A shall deliver all the contents of the Script to Party B in          
accordance with Article 4 of this contract, and bear all the expenses involved  
in the delivery;                                                                

6.3 Party A guarantees that after this Contract comes into effect, except for   
the authorship of the Script, Party A shall neither use any content of the      
Script by itself or by any third party in any way, nor transfer or promise to   
transfer any copyright or other rights of the Script to any third party;        

6.4 After the Contract comes into effect, Party B has the right to revise the   
Script, including but not limited to: Party B revises it by itself, entrusts    
Party A to revise it and entrusts a third person to revise it; if Party B       
requires Party A to revise                                                      
the Script, Party A shall revise it according to Party B's requirements, and    
Party B does not need to pay any revision fees or other expenses to Party A;    
if Party B's personnel revise the Script or Party B entrusts a third person to  
revise the Script, Party B and the specific reviser have the right to enjoy the 
authorship of the Script; if the revised content does not exceed 50%, the       
signature of the specific reviser shall be ranked behind Party A; if the        
revised content exceeds 50%, the signature of the specific reviser shall be     
ranked before Party A;                                                          

6.5 Party A shall assist Party B in handling the application for establishing a 
TV drama production project by using the Script, including but not limited to:  
Party A revises the Script and issues supporting documents according to Party   
B's requirements; Party A will not charge any fees to Party B for handling the  
aforementioned assistance-related matters;                                      

6.6 On or before the signing date of this Contract, Party A shall provide and   
deliver to Party B the certification documents proving that Party A owns the    
complete and full copyrights of the Script, including but not limited to: the   
authentic, legal and valid contract for entrusted creation and the copyright    
registration certificate (if any) signed by Party A and the script creator,     
which serve as the annexes to this Contract;                                    

6.7 After this Contract comes into effect, Party B has the right to dispose of  
all the copyrights and other related rights of the Script at its own discretion 
(including but not limited to Party B's use, permission for use by a third      
party and transfer to a third party) without obtaining Party A's permission,    
authorization or consent; All the copyrights, ownership and other rights of any 
works created or produced by Party B due to the use or processing of the Script 
shall be enjoyed by                                                             
Party B or shared by Party B and the co-producers of any works, and Party B     
need not pay any fees to Party A; Party A does not have any rights to any of    
such works (except the authorship of the Script as agreed in this Contract);    

6.8 After the Contract comes into effect, if Party B applies the Script to      
participate in the domestic and international literary and artistic awards, all 
the awards, rewards and bonuses won will be enjoyed and owned by Party B.       

Article 7 Confidentiality                                                       
7.1 Party A shall strictly undertake the confidentiality obligation for any     
content and information of the Script, any content of this Contract and Party   
B's any business information that Party A obtains when signing and performing   
this Contract (including but not limited to: Party B's purpose to use the       
Script to produce a TV drama, the information on establishing a TV drama        
production project, any subsequent revisions of the Script and Party B's other  
business information);                                                          

7.2 Within the confidentiality period stipulated in this contract, without a    
written consent of Party B, Party A shall not disclose any confidential         
information stipulated in Article 7.1 of this Contract to any third party in    
any way (except that Party A entrusts a lawyer to review this Contract, but     
shall agree upon the confidentiality obligation of the lawyer; If the lawyer    
discloses the confidential information agreed in this Contract to others, it    
shall be deemed as Party A's disclosure and violation of this provision; except 
that Party A make a disclosure to the administrative examination and approval   
organization or competent authority when assisting Party B in handling the      
application for establishing a TV drama production project agreed in this       
Contract);                                                                      

Party A sign:                                                                   
Name: Ruben Igielko-Herrlich                                                    
Title: CEO                                                                      
Date: 05/08/2021                                                                

Party B sign:                                                                   
Name: Mei Wang                                                                  
Title: CEO                                                                      
Date: 2021/08/05                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘1-A/A’ Filing		Date		Other Filings
Filed on:		11/12/21		CORRESP
		11/11/21
				List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/23  Streamline USA, Inc.              1-K        12/31/22    2:245K                                   Southridge Svcs Inc./FA
 9/28/22  Streamline USA, Inc.              1-SA        6/30/22    1:139K                                   Southridge Svcs Inc./FA
 5/02/22  Streamline USA, Inc.              1-K        12/31/21    4:8M                                     Southridge Svcs Inc./FA
 2/08/22  Streamline USA, Inc.              1-A POS                3:290K                                   Southridge Svcs Inc./FA
 1/28/22  Streamline USA, Inc.              1-A POS                3:269K                                   Southridge Svcs Inc./FA